8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8‑K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 18, 2014

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-32417	20-1352180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

999 South Shady Grove Road, Suite 600 Memphis, Tennessee	38120
(Address of Principal Executive Offices)	(Zip Code)

901-259-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 18, 2014, Education Realty Trust, Inc. (the "Company") issued a press release announcing its results of operations for the three and twelve months ended December 31, 2013 and made available updated supplemental information concerning the ownership, operations and portfolio of the Company. A copy of the press release and this supplemental information are furnished as Exhibits 99.1 an

d Exhibit 99.2, respectively, to this Current Report on Form 8-K.

This Current Report on Form 8-K and the exhibits attached hereto are being furnished by the Company pursuant to Item 2.02 and Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and Item 2.02 of Form 8-K, insofar as they disclose historical information regarding the Company’s results of operations or financial condition for the three and twelve months ended December 31, 2013.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

The disclosure contained in Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release dated February 18, 2014
99.2	Fourth Quarter 2013 Supplemental Financial Report

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EDUCATION REALTY TRUST, INC.
Date: February 18, 2014	By:	/s/ Randall H. Brown
		Randall H. Brown Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated February 18, 2014
99.2	Fourth Quarter 2013 Supplemental Financial Report

EX-99.1

EdR ANNOUNCES FOURTH QUARTER 2013 RESULTS

- Full Year Core FFO per Share Grew 17% -

MEMPHIS, TN, February 18, 2014 - EdR (NYSE:EDR), one of the nation’s largest developers, owners and managers of collegiate housing, today announced results for the quarter ended December 31, 2013.

Company Highlights

• Core funds from operations (“Core FFO”) increased 25% to $0.20 per share/unit for the fourth quarter and grew 17% to $0.55 per share/unit for the full year;

• Same-community net operating income (“NOI”) for the quarter was $17.8 million, an increase of 4.2% on a 4.9% increase in revenue partially offset by a 6.0% increase in operating expenses;

• Preleasing for the 2014-2015 lease term is 550 basis points ahead of last year with the same-community portfolio 45.4% preleased. The same-community portfolio is projected to open the 2014-2015 lease term with an increase in revenue ranging from 3% to 4%, comprised of a 1% to 2% increase in occupancy and an approximate 2% increase in net rate;

• University of Kentucky ("UK") Board of Trustees approved the 2016 delivery phase of the multi-year UK campus housing revitalization plan, consisting of 1,141 beds for $83.9 million;

• Recycled capital from the sale and pending sales of $62.9 million of communities with an average distance to campus of 1.9 miles into a $54.0 million acquisition pedestrian to campus at the University of Michigan and a $27.8 million joint venture investment in a community adjacent to the University of Georgia;

• In January 2014, entered into a $187.5 million term loan with five- and seven-year tranches at an effective fixed interest rate of 3.6%; and

• 2014 full year Core FFO guidance range of $0.62 to $0.68 per share/unit, which represents an 18% increase, at the midpoint, over 2013.

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"Our company and the student housing business are performing well as evidenced by the strong results for the 2013 leasing cycle and our positive preleasing velocity for 2014," stated Randy Churchey, EdR's president and chief executive officer. "Prospectively, our focus remains on completing our $433 million of active 2014 and 2015 developments and presale opportunities and closing the pending asset dispositions while maintaining a well-capitalized balance sheet. These external growth opportunities will increase our gross assets by 17%, which when combined with our strong same-community revenue growth, will provide meaningful growth in shareholder value."

Net Income Attributable to Common Stockholders

Net income attributable to common stockholders for the quarter was $1.6 million, or $0.01, per diluted share, compared to net income of $4.8 million, or $0.04, per diluted share, for the prior year. Excluding a non-cash impairment loss of $5.0 million, net income would have increased $1.8 million to $6.6 million as a result of an $8.2 million growth in NOI from same and new communities offset by a $4.1 million increase in depreciation and a $1.6 million increase in interest expense.

Core Funds From Operations

Core FFO for the quarter was $23.5 million, as compared to $18.1 million in the prior year, an increase of 29.7%. The improvement in Core FFO mainly reflects an increase in operating profits from new communities offset by higher interest expense in 2013. Core FFO per share/unit for the quarter increased 25.0% to $0.20.

A reconciliation of funds from operations (“FFO”) and Core FFO to net income is included with the financial tables accompanying this release.

Same-Community Results

Net operating income was $17.8 million for the quarter, an increase of 4.2%, or $0.7 million, from the prior year. Same-community revenue was up 4.9% as compared to the prior year with a 2.7% increase in rental rates and a 2.5% improvement in occupancy offset by a 0.3% decline from other income. Same-community operating expenses increased 6.0%, or $0.7 million for the quarter, driven mainly by higher real estate taxes as a result of new tax bills and assessments received in the quarter. Excluding the increase in real estate taxes, same-community operating expenses increased 3.7%.

2014-2015 Preleasing

The same-community portfolio is currently 550 basis points ahead of prior year with 45.4% of the beds preleased for the fall. Based on current leasing velocity and market conditions, the same-community portfolio is projected to open the 2014-2015 lease term with an increase in revenue ranging from 3% to 4%, comprised of a 1% to 2% increase in occupancy and an approximate 2% increase in average net rate net rental rates.

The Company provides additional leasing information in its quarterly earnings supplement located at http://www.snl.com/irweblinkx/yearlypresentations.aspx?iid=4095382.

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University of Kentucky ("UK") Campus Housing Revitalization Plan

Construction on the next phase of the UK campus housing revitalization plan, which includes five buildings with 2,381 beds at a total project cost of $138.0 million, is proceeding as planned for a summer 2014 opening. Although the university's assignment process does not occur until May, all 2,982 beds, which include the 601 beds delivered in 2013, are 117% applied for this fall.

Construction of the 2015 deliveries is also underway and proceeding as planned. This phase includes 1,610 beds and is projected to cost $101.2 million.

With the overwhelming acceptance of the initial phases of the revitalization plan, the University of Kentucky Board of Trustees recently approved the 2016 deliveries, which include 1,141 beds for a total cost of $83.9 million. To date under this long-term relationship with UK, a total of 5,733 beds in live learn communities have been approved with a total cost of almost $350 million.

Investment Activity

Construction is on schedule for the 2014 development projects at the Universities of Colorado, Connecticut, Minnesota and at Duke University, with leasing well underway.

In December, the Company completed the acquisition of The Varsity, a 415-bed community pedestrian to the University of Michigan, for $54.0 million, including the assumption of $32.4 million of construction debt. This acquisition had been in process since early last spring as discussed in the third quarter.

This month, we commenced construction on a mixed use development adjacent to the University of Georgia campus that includes 292 beds and 43,000 square feet of retail space, for a total cost of $55.6 million. This development, which will open in summer 2015, is EdR's second project with Schenk Realty Group. EdR will be 50% owners and manage the construction and operation of the community.

As part of the continual review and assessment of the Company's portfolio, we are recycling $62.9 million of capital through the sale of three lower-growth communities with an average distance to campus of 1.9 miles. This includes the December 2013 sale of the Pointe at Western, a community 2.3 miles from the Western Michigan University campus, for $21.0 million and the pending sales of The Reserve on West 31st at the University of Kansas and College Station at West Lafayette at Purdue University. The two pending sales are an average of 1.7 miles from their respective campuses and are under contract with nonrefundable deposits for a combined sales price of $41.9 million. Both pending sales are expected to close by the end of the first quarter.

"We added two stellar investments at the University of Georgia and the University of Michigan while matching funding with closed and pending asset dispositions," stated Tom Trubiana, EdR's executive vice president and chief investment officer. "We plan to pursue additional development opportunities on a leverage neutral basis. Given our elevated cost of capital it is not accretive or beneficial to our shareholders for us to issue equity or increase our leverage to make any additional net acquisitions at this time."

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Capital Structure

At December 31, 2013, the Company had cash and cash equivalents totaling $22.1 million and availability on its unsecured revolving credit facility of $143.1 million. The Company's debt to gross assets was 42.8%, its net debt to EBITDA - adjusted was 6.3x, and its interest coverage ratio was 4.6x.

In January 2014, the Company entered into a $187.5 million unsecured term loan, consisting of a $122.5 million, 7-year tranche and a $65.0 million, 5-year tranche. The Company used the proceeds to repay a portion of the outstanding balance under its Revolving Credit Facility. Simultaneously, the Company entered into interest rate swaps covering the total amount of the term loan and effectively locking in a weighted average fixed rate of 3.6%. Combined, these transactions have extended and more effectively staggered the maturities of the Company’s outstanding debt and reduced the Company’s variable rate debt as a percentage of total indebtedness from approximately 71% to 47%.

Earnings Guidance and Outlook

Based upon the Company's current estimates, Core FFO per share/unit is expected to be in the range of $0.62 to $0.68 for the year ending December 31, 2014, which represents a 13% to 24% increase over 2013. This guidance range is wider than normal due to possible fees related to the participating project at Johns Hopkins as discussed below. The following assumptions were made by management in determining this guidance range:

• Full year same-community NOI increase of 4% to 5% on a 3% to 5% growth in revenue and a 3% to 4% increase in operating expenses. Total revenue growth on existing leases through the summer and for the new fall lease term are in the same range;

• New community NOI will achieve or slightly exceed our initial underwriting;

• NOI of $10.0 million to $10.5 million from our 2014 company-owned development deliveries and presale transaction at Florida International University, excluding pre-opening and ground lease expenses;

• Third-party development fees of $1.8 million, which represents current active construction projections in process for 2014;

• Guarantee fee related to the participating project at Johns Hopkins University of $3.0 million. This fee is contingent on the successful refinancing of the community by the third-party owner. The impact of this transaction on Core FFO, if it occurs, will be $1.7 million, which is net of a reduction in interest income on the second mortgage that is currently elsewhere in our guidance;

• Third-party management fees from existing contracts of approximately $3.7 million;

• General and administrative expense, including development and management services is expected to increase 16% to $16.5 million. This growth is driven by increases in the size of our portfolio of 21% in 2013 and 17% (projected) in 2014 and is mainly driven by higher payroll costs. This estimate does not include acquisition or development pursuit cost as our guidance does not include these types of transactions;

• Ground lease expense is expected to be $9.1 million, which includes $4.8 million of straight-lined ground rent that will be excluded from Core FFO;

• Preopening expenses related to development deliveries of approximately $1.0 million;

4

• Interest expense is expected to be between $25.0 million and $26.0 million, net of capitalized interest of $4.0 million to $4.5 million. This includes approximately $3.4 million of additional interest costs related to the term loan entered into in January 2014; and

• Full year weighted average shares/units of 116.0 million.

Please note, our 2014 guidance includes a negative $0.04 per share impact related to the three dispositions discussed in the Investment Activity section. However, this guidance does not include the impact of any new unannounced: third-party development or management contracts, acquisitions including pre-sale agreements or purchase options, dispositions, ONE Plan^SM developments or capital transactions.

Webcast and Conference Call

EdR will host a conference call for investors and other interested parties beginning at 10:00 a.m. Eastern Time on Tuesday, February 18, 2014.  The call will be hosted by Randy Churchey, president and chief executive officer, and Randy Brown, executive vice president and chief financial officer.

The conference call will be accessible by telephone and the Internet.  To access the call, participants in the U.S. may dial (877) 705-6003, and participants outside the U.S. may dial (201) 493-6725.  Participants may also access the call via live webcast by visiting the company's investor relations website at www.EdRTrust.com.

The replay of the call will be available at approximately 1:00 p.m. Eastern Time on Tuesday, February 18, 2014 through midnight Eastern Time on Tuesday, March 4, 2014.  To access the replay, the domestic dial-in number is (877) 870-5176, the international dial-in number is (858) 384-5517, and the passcode is 13574639.  The archive of the webcast will be available on the company's website for a limited time.

About EdR

EdR (NYSE:EDR) is one of America’s largest owners, developers and managers of collegiate housing. EdR is a self-administered and self-managed real estate investment trust that owns or manages 71 communities in 24 states with nearly 40,000 beds within more than 13,700 units. For more information, please visit the company's website at www.EdRTrust.com.

5

Contact:

Brad Cohen

ICR, LLC

(203) 682-8211

bcohen@icrinc.com

Randy Brown

EdR

Executive Vice President and

Chief Financial Officer

(901) 259-2500

J. Drew Koester

EdR

Senior Vice President and

Chief Accounting Officer

(901) 259-2500

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the Company’s business that are not historical facts are “forward-looking statements,” which relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements are based on current expectations. You should not rely on forward-looking statements because the matters that they describe are subject to known and unknown risks and uncertainties that could cause the Company’s business, financial condition, liquidity, results of operations, Core FFO, FFO and prospects to differ materially from those expressed or implied by such statements. Such risks are set forth under the captions “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in EdR's most recent annual report on Form 10-K and quarterly reports on Form 10-Q, and as described in EdR's other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and, except as otherwise may be required by law, the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Non-GAAP Financial Measures

Funds from Operations (FFO)

As defined by the National Association of Real Estate Investment Trusts, FFO represents net income (loss) (computed in accordance with U.S. generally accepted accounting principles ("GAAP")), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. The Company presents FFO available to all stockholders and unitholders because management considers it to be an important supplemental measure of the Company’s operating performance, believes it assists in the comparison of the Company’s operating performance between periods to that of different REITs and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their operating results. As such, the Company also excludes the impact of noncontrolling interests, only as they relate to operating partnership units, in the calculation. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. In October 2011, NAREIT communicated to its members that the exclusion of impairment write-downs of depreciable real estate is consistent with the definition of FFO and prior periods should be restated to be consistent with this guidance. Accordingly, we have restated all periods presented to reflect the current guidance.

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The Company also uses core funds from operations, or Core FFO, as an operating measure. Core FFO is defined as FFO adjusted to include the economic impact of revenue on participating projects for which recognition is deferred for GAAP purposes. The adjustment for this revenue is calculated on the same percentage of completion method used to recognize revenue on third-party development projects. Core FFO also includes adjustments to exclude the impact of straight-line adjustment for ground leases, gains/losses on extinguishment of debt, transaction costs related to acquisitions and reorganization or severance costs. The Company believes that these adjustments are appropriate in determining Core FFO as they are not indicative of the operating performance of the Company’s assets. In addition the Company believes that Core FFO is a useful supplemental measure for the investing community to use in comparing the Company to other REITs as most REITs provide some form of adjusted or modified FFO.

Net Operating Income (NOI)

The Company considers NOI to be a useful measure of its collegiate housing operating performance. The Company defines NOI as rental and other community-level revenues earned from our collegiate housing communities less community-level operating expenses, excluding management fees, depreciation, amortization, ground lease expense and impairment charges and including regional and other corporate costs of supporting the communities. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to other REITs. The Company believes that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. The Company uses NOI to evaluate performance on a community-by-community basis because it allows management to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results. However, NOI should only be used as an alternative measure of the Company’s financial performance.

AdjustedEarnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

Adjusted EBITDA is defined as net income or loss excluding: (1) straight line adjustment for ground leases; (2) acquisition costs; (3) depreciation and amortization; (4) loss on impairment of collegiate housing assets; (5) gain on sale of collegiate housing assets; (6) interest expense; (7) other non-operating expense (income); (8) income tax expense (benefit); (9) non-controlling interest; and (10) applicable expenses related to discontinued operations. Management considers Adjusted EBITDA useful to an investor in evaluating and facilitating comparisons of the Company's operating performance between periods and between REITs by removing the impact of the Company's capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results. 

8

EdR AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

		December 31, 2013			December 31, 2012
		(unaudited)
Assets
	Collegiate housing properties, net	$	1,388,885		$	1,061,002
	Assets under development	116,787			159,264
	Cash and cash equivalents	22,073			17,039
	Restricted cash	12,253			6,410
	Other assets	70,567			80,972
Total assets		$	1,610,565		$	1,324,687
Liabilities and equity
Liabilities:
	Mortgage and construction loans, net of unamortized premium/discount	$	422,681		$	398,846
	Unsecured revolving credit facility	356,900			79,000
	Accounts payable and accrued expenses	67,646			57,123
	Deferred revenue	23,498			17,964
Total liabilities		870,725			552,933
Commitments and contingencies		—			—
Redeemable noncontrolling interests		8,744			8,944
Equity:
EdR stockholders’ equity:
	Common stock, $0.01 par value per share, 200,000,000 shares authorized, 114,740,155 and 113,062,452 shares issued and outstanding as of December 31, 2013 and 2012, respectively	1,148			1,131
	Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding	—			—
	Additional paid-in capital	813,540			849,878
	Accumulated deficit	(88,964		)	(93,287		)
Total EdR stockholders’ equity		725,724			757,722
Noncontrolling interests		5,372			5,088
Total equity		731,096			762,810
Total liabilities and equity		$	1,610,565		$	1,324,687

9

EdR AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	Three months ended December 31,
	2013			2012
Revenues:
Collegiate housing leasing revenue	$	51,139		$	37,695
Third-party development services	999			330
Third-party management services	987			995
Operating expense reimbursements	2,073			2,179
Total revenues	55,198			41,199
Operating expenses:
Collegiate housing leasing operations	20,574			15,359
Development and management services	1,253			1,510
General and administrative	1,737			1,512
Development pursuit and acquisition costs	248			496
Depreciation and amortization	14,551			10,415
Ground leases	1,991			1,680
Reimbursable operating expenses	2,073			2,179
Total operating expenses	42,427			33,151
Operating income	12,771			8,048
Nonoperating expenses:
Interest expense	5,049			3,449
Amortization of deferred financing costs	490			304
Interest income	(75		)	(131		)
Total nonoperating expenses	5,464			3,622
Income before equity in earnings (losses) of unconsolidated entities, income taxes and discontinued operations	7,307			4,426
Equity in earnings (losses) of unconsolidated entities	(101		)	(23		)
Income before income taxes and discontinued operations	7,206			4,403
Less: Income tax expense	471			233
Income from continuing operations	6,735			4,170
Income (loss) from discontinued operations	(4,790		)	807
Net income	1,945			4,977
Less: Net income attributable to the noncontrolling interests	302			189
Net income attributable to EdR common shareholders	$	1,643		$	4,788
Earnings per share information:
Net income attributable to EdR common stockholders per share – basic and diluted:	$	0.01		$	0.04
Weighted average share of common stock outstanding – basic	114,819			113,027
Weighted average share of common stock outstanding – diluted	115,856			114,086

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EdR AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	Year ended December 31,
	2013			2012
Revenues:
Collegiate housing leasing revenue	$	167,476		$	124,087
Third-party development services	2,989			820
Third-party management services	3,697			3,446
Operating expense reimbursements	10,214			9,593
Total revenues	184,376			137,946
Operating expenses:
Collegiate housing leasing operations	79,957			59,524
Development and management services	6,477			6,266
General and administrative	7,081			6,805
Development pursuit and acquisition costs	597			1,105
Depreciation and amortization	48,098			33,240
Ground leases	7,622			6,395
Reimbursable operating expenses	10,214			9,593
Total operating expenses	160,046			122,928
Operating income	24,330			15,018
Nonoperating expenses:
Interest expense	17,526			14,390
Amortization of deferred financing costs	1,758			1,215
Interest income	(447		)	(283		)
Total nonoperating expenses	18,837			15,322
Earnings (loss) before equity in (losses) of unconsolidated entities, income taxes and discontinued operations	5,493			(304		)
Equity in earnings (losses) of unconsolidated entities	(203		)	(363		)
Income (loss) before income taxes and discontinued operations	5,290			(667		)
Less: Income tax expense (benefit)	203			(884		)
Income from continuing operations	5,087			217
Income (loss) from discontinued operations	(456		)	8,420
Net income	4,631			8,637
Less: Net income attributable to the noncontrolling interests	308			216
Net income attributable to EdR common shareholders	$	4,323		$	8,421
Earnings per share information:
Net income attributable to EdR common stockholders per share – basic and diluted:	$	0.04		$	0.08
Weighted average share of common stock outstanding – basic	114,432			101,244
Weighted average share of common stock outstanding – diluted	115,470			102,317

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EdR AND SUBSIDIARIES

CALCULATION OF FFO AND CORE FFO

(Amounts in thousands, except per share data)

(Unaudited)

	Three months ended December 31,						Year ended December 31,
	2013			2012			2013			2012
Net income attributable to EdR	$	1,643		$	4,788		$	4,323		$	8,421
Gain on sale of collegiate housing assets (1)	(18		)	(69		)	(3,913		)	(5,496		)
Impairment losses (1)	5,001			—			5,001			—
Real estate related depreciation and amortization	14,737			11,038			49,316			37,237
Equity portion of real estate depreciation and amortization on equity investees	52			47			196			225
Equity portion of loss on sale of student housing property on equity investees	—			—			—			88
Noncontrolling interests	250			168			249			305
FFO	$	21,665		$	15,972		$	55,172		$	40,780
FFO adjustments:
Acquisition costs	113			501			393			1,110
Straight-line adjustment for ground leases (2)	1,230			1,156			5,255			4,364
FFO adjustments	1,343			1,657			5,648			5,474
FFO on Participating Developments: (3)
Interest on loan to Participating Development	460			460			1,825			1,830
Development fees on Participating Development, net of costs and tax	—			—			454			91
FFO on Participating Developments	460			460			2,279			1921
Core FFO	$	23,468		$	18,089		$	63,099		$	48,175
FFO per weighted average share/unit (4)	$	0.19		$	0.14		$	0.48		$	0.40
Core FFO per weighted average share/unit (4)	$	0.20		$	0.16		$	0.55		$	0.47
Weighted average shares/units (4)	115,856			114,086			115,470			102,317

⁽¹⁾ All of or a portion of these amounts may be included in discontinued operations and may not be visible on the face of our statement of operations on page 3. The impairment recorded during in 2013 relates to the disposition of the Pointe at Western serving Western Michigan University.

⁽²⁾ This represents the straight-line rent expense adjustment required by GAAP related to ground leases. As the ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.

⁽³⁾ FFO on participating developments represents the economic impact of interest and fees not recognized in net income due to the Company having a participating investment in the third-party development. The adjustment for development fees is recognized under the same percentage of completion method of accounting used for third-party development fees. The adjustment for interest income is based on terms of the loan.

⁽⁴⁾ FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and operating partnership units outstanding, regardless of their dilutive impact.

12

EdR AND SUBSIDIARIES

2014 GUIDANCE – RECONCILIATION OF FFO and CORE FFO

(Amounts in thousands, except share and per share data)

(Unaudited)

	Year ending December 31, 2014
	Low End		High End
Net income attributable to EdR (4)	$	20,475	$	35,880
Gain on sale, net of impairment of collegiate housing assets (1)	(9,276)		(9,276)
Real estate related depreciation and amortization	53,316		53,316
Equity portion of real estate depreciation and amortization on equity investees	198		198
Noncontrolling interests	508		384
FFO	$	65,221	$	80,502
FFO adjustments:
Loss on extinguishment of debt	356		356
Straight-line adjustment for ground leases (2)	4,836		4,836
FFO adjustments	5,192		5,192
FFO on Participating Developments: (3)
Interest on loan to Participating Development (4)	1,825		(5,582		)
Development fees on Participating Development, net of costs and tax (4)	—		(1,560		)
FFO on Participating Developments	1,825		(7,142		)
Core FFO	$	72,238	$	78,552
FFO per weighted average share/unit (5)	$	0.56	$	0.69
Core FFO per weighted average share/unit (5)	$	0.62	$	0.68
Weighted average shares/units (5)	115,996		115,996
Notes:
(1) Represents a the net gain that is anticipated to be recognized on the two communities, The Reserve at West 31st and College Station at West Lafayette, that are under contracts with nonrefundable deposits to be sold by the end of the first quarter of 2014.
(2) Represents the straight-line rent expense adjustment required by GAAP related to ground leases. As ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.
(3) FFO on participating developments represents the economic impact of interest and fees not recognized in net income due to the Company having a participating investment in the third-party development. The adjustment for development fees is recognized under the same percentage of completion method of accounting used for third-party development fees. The adjustment for interest income is based on terms of the loan.
(4) The high end of our guidance range includes repayment of the loan EdR previously made to the participating development. Upon refinancing, the Company would no longer have a financial interest in the third-party development, which would no longer qualify as a participating development. This would trigger all previously deferred fees as discussed in note (3) above to be recognized into GAAP net income. As a result the high end of the range has $10.6 million of additional net income, which includes a $3.0 guarantee fee, $5.6 million of previously deferred interest income, $1.6 million of previously deferred development fees, net of costs and $0.4 million of interest income through March 2014, that would have been deferred. The deductions to FFO for participating developments for the high end represent elimination of the previously deferred interest and development fees of $5.6 million and $1.6 million, respectively as they were previously recognized as added back and included in Core FFO in prior years.
(5) FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and operating partnership units outstanding, regardless of their dilutive impact.

13

EdR AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

The following is a reconciliation of the Company's GAAP operating income to NOI for three months and year ended December 31, 2013 and 2012 (in thousands):

	For the three months ended December 31,				For the year ended December 31,
	2013		2012		2013		2012
Operating income	$	12,771	$	8,048	$	24,330	$	15,018
Less: Third-party development services revenue	999		330		2,989		820
Less: Third-party management services revenue	987		995		3,697		3,446
Plus: General and administrative expenses	3,238		3,518		14,155		14,176
Plus: Ground leases	1,991		1,680		7,622		6,395
Plus: Depreciation and amortization	14,551		10,415		48,098		33,240
NOI	$	30,565	$	22,336	$	87,519	$	64,563

The following is a reconciliation of the Company's GAAP net income to Adjusted EBITDA for the years ended December 31, 2013 and 2012 (in thousands):

	Year ended December 31,
	2013			2012
Net income attributable to common shareholders	$	4,323		$	8,421
Straight line adjustment for ground leases	5,255			4,364
Acquisition costs	393			1,110
Depreciation and amortization	48,098			33,240
Depreciation and amortization - discontinued operations	1,767			4,634
Loss on impairment of collegiate housing assets	5,001			88
Gain on sale of collegiate housing assets - discontinued operations	(3,913		)	(5,496		)
Interest expense, net	17,526			14,390
Other nonoperating expense	1,311			932
Income tax expense (benefit)	203			(884		)
Noncontrolling interests	308			216
Adjusted EBITDA	$	80,272		$	61,015
Annualize acquisitions/developments (1)	17,880			19,024
Pro Forma Adjusted EBITDA	$	98,152		$	80,039
(1) Proforma adjustment to reflect all acquisitions and development deliveries as if such transactions had occurred on the first day of the period presented.

14

EX-99.2

FINANCIAL HIGHLIGHTS

(Amounts in thousands, except per share data, unaudited)
OPERATING DATA:
		Three months ended December 31,											Year ended December 31,
		2013			2012			$ Chg			% Chg		2013		2012		$ Chg			% Chg
	Same-community revenue	$	30,618		$	29,185		$	1,433		4.9	%	$	112,635	$	111,279	$	1,356		1.2	%
	Total community revenue	51,139			37,695			13,444			35.7	%	167,476		124,087		43,389			35.0	%
	Total revenue	55,198			41,199			13,999			34.0	%	184,376		137,946		46,430			33.7	%
	Same-community net operating income	17,811			17,098			713			4.2	%	57,334		58,210		(876		)	(1.5	)%
	Total community net operating income	30,565			22,336			8,229			36.8	%	87,519		64,563		22,956			35.6	%
	Total operating income	12,771			8,048			4,723			58.7	%	24,330		15,018		9,312			62.0	%
	Net income	1,643			4,788			(3,145		)	(65.7	)%	4,323		8,421		(4,098		)	(48.7	)%
	Per share - basic & diluted	0.01			0.04			(0.03)			(75.0	)%	0.04		0.08		(0.04		)	(50.0	)%
	Funds from operations (FFO)	21,665			15,972			5,693			35.6	%	55,172		40,780		14,392			35.3	%
	Per weighted average share/unit (1)	$	0.19		$	0.14		$	0.05		35.7	%	$	0.48	$	0.40	$	0.08		20.0	%
	Core funds from operations (Core FFO)	23,468			18,089			5,379			29.7	%	63,099		48,175		14,924			31.0	%
	Per weighted average share/unit (1)	$	0.20		$	0.16		$	0.04		25.0	%	$	0.55	$	0.47	$	0.08		17.0	%
BALANCE SHEET DATA:
		12/31/2013			12/31/2012
	Debt to gross assets	42.8		%	31.7		%
	Net debt to enterprise value	42.5		%	27.4		%
	Interest coverage ratio (TTM)	4.6		x	4.2		x
	Net debt to EBITDA - Adjusted (TTM)	6.3		x	4.5		x
(1) FFO and Core FFO per share/unit were computed using weighted average shares and units outstanding, regardless of their dilutive impact. See page 4 for a detailed calculation.

FOURTH QUARTER 2013 1

BALANCE SHEET

(Amount in thousands, except share and per share data)		December 31, 2013			December 31, 2012
Assets		(unaudited)
	Collegiate housing properties, net (1)	$	1,388,885		$	1,061,002
	Assets under development	116,787			159,264
	Cash and cash equivalents	22,073			17,039
	Restricted cash	12,253			6,410
	Other assets	70,567			80,972
Total assets		$	1,610,565		$	1,324,687
Liabilities and equity
Liabilities:
	Mortgage and construction loans, net of unamortized premium	$	422,681		$	398,846
	Unsecured revolving credit facility	356,900			79,000
	Accounts payable and accrued expenses	67,646			57,123
	Deferred revenue	23,498			17,964
Total liabilities		870,725			552,933
Commitments and contingencies		—			—
Redeemable noncontrolling interests		8,744			8,944
Equity:
EdR stockholders' equity:
	Common stock, $0.01 par value per share, 200,000,000 shares authorized, 114,740,155 and 113,062,452 shares issued and outstanding as of December 31, 2013 and 2012, respectively	1,148			1,131
	Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued and outstanding	—			—
	Additional paid-in capital	813,540			849,878
	Accumulated deficit	(88,964		)	(93,287		)
Total EdR stockholders' equity		725,724			757,722
Noncontrolling interest		5,372			5,088
Total equity		731,096			762,810
Total liabilities and equity		$	1,610,565		$	1,324,687
(1) Amount is net of accumulated depreciation of $204,181 and $175,310 as of December 31, 2013 and 2012, respectively.

FOURTH QUARTER 2013 2

OPERATING RESULTS

(Amounts in thousands, except per share data, unaudited)
	Three months ended December 31,									Year ended December 31,
	2013			2012			$ Change			2013			2012			$ Change
Revenues:
Collegiate housing leasing revenue	$	51,139		$	37,695		$	13,444		$	167,476		$	124,087		$	43,389
Third-party development consulting services	999			330			669			2,989			820			2,169
Third-party management services	987			995			(8		)	3,697			3,446			251
Operating expense reimbursements	2,073			2,179			(106		)	10,214			9,593			621
Total revenues	55,198			41,199			13,999			184,376			137,946			46,430
Operating expenses:
Collegiate housing leasing operations	20,574			15,359			5,215			79,957			59,524			20,433
Development and management services	1,253			1,510			(257		)	6,477			6,266			211
General and administrative	1,737			1,512			225			7,081			6,805			276
Development pursuit and acquisition costs	248			496			(248		)	597			1,105			(508		)
Depreciation and amortization	14,551			10,415			4,136			48,098			33,240			14,858
Ground lease expense	1,991			1,680			311			7,622			6,395			1,227
Reimbursable operating expenses	2,073			2,179			(106		)	10,214			9,593			621
Total operating expenses	42,427			33,151			9,276			160,046			122,928			37,118
Operating Income	12,771			8,048			4,723			24,330			15,018			9,312
Nonoperating expenses:
Interest expense	5,049			3,449			1,600			17,526			14,390			3,136
Amortization of deferred financing costs	490			304			186			1,758			1,215			543
Interest income	(75		)	(131		)	56			(447		)	(283		)	(164		)
Total nonoperating expenses	5,464			3,622			1,842			18,837			15,322			3,515
Income (loss) before equity in earnings (losses) of unconsolidated entities, income taxes and discontinued operations	7,307			4,426			2,881			5,493			(304		)	5,797
Equity in earnings (losses) of unconsolidated entities	(101		)	(23		)	(78		)	(203		)	(363		)	160
Income (loss) before income taxes and discontinued operations	7,206			4,403			2,803			5,290			(667		)	5,957
Income tax expense (benefit)	471			233			238			203			(884		)	1,087
Income from continuing operations	6,735			4,170			2,565			5,087			217			4,870
Income (loss) from discontinued operations	(4,790		)	807			(5,597		)	(456		)	8,420			(8,876		)
Net income	1,945			4,977			(3,032		)	4,631			8,637			(4,006		)
Less: Net income attributable to the noncontrolling interests	302			189			113			308			216			92
Net income attributable to Education Realty Trust, Inc.	$	1,643		$	4,788		$	(3,145	)	$	4,323		$	8,421		$	(4,098	)
Earnings per share information:
Net income attributable to Education Realty Trust, Inc. common stockholders per share - basic and diluted	$	0.01		$	0.04		$	(0.03	)	$	0.04		$	0.08		$	(0.04	)
Weighted average shares of common stock outstanding – basic	114,819			113,027						114,432			101,244
Weighted average shares of common stock outstanding – diluted	115,856			114,086						115,470			102,317

FOURTH QUARTER 2013 3

FUNDS FROM OPERATIONS

(Amounts in thousands, except per share data, unaudited)
		Three months ended December 31,									Year ended December 31,
		2013			2012			$ Change			2013			2012			$ Change
Net income attributable to EdR		$	1,643		$	4,788		$	(3,145	)	$	4,323		$	8,421		$	(4,098	)
	Gain on sale of collegiate housing assets (1)	(18		)	(69		)	51			(3,913		)	(5,496		)	1,583
	Impairment losses (1)	5,001			—			5,001			5,001			—			5,001
	Real estate related depreciation and amortization	14,737			11,038			3,699			49,316			37,237			12,079
	Equity portion of real estate depreciation and amortization on equity investees	52			47			5			196			225			(29		)
	Equity portion of loss on sale of student housing property on equity investees	—			—			—			—			88			(88		)
	Noncontrolling interests	250			168			82			249			305			(56		)
Funds from operations ("FFO")		21,665			15,972			5,693			55,172			40,780			14,392
FFO adjustments:
	Acquisition costs	113			501			(388		)	393			1,110			(717		)
	Straight-line adjustment for ground leases (2)	1,230			1,156			74			5,255			4,364			891
FFO adjustments:		1,343			1,657			(314		)	5,648			5,474			174
FFO on Participating Developments:(3)
	Interest on loan to Participating Development	460			460			—			1,825			1,830			(5		)
	Development fees on Participating Development, net of costs and taxes	—			—			—			454			91			363
FFO on Participating Developments		460			460			—			2,279			1,921			358
																	$	—
Core funds from operations ("Core FFO")		$	23,468		$	18,089		$	5,379		$	63,099		$	48,175		$	14,924
FFO per weighted average share/unit (4)		$	0.19		$	0.14		$	0.05		$	0.48		$	0.40		$	0.08
Core FFO per weighted average share/unit (4)		$	0.20		$	0.16		$	0.04		$	0.55		$	0.47		$	0.08
Weighted average shares/units (4)		115,856			114,086			1,770			115,470			102,317			13,153
(1) All of or a portion of these amounts may be included in discontinued operations and may not be visible on the face of our statement of operations on page 3. The impairment charge recorded during the three months ended December 31, 2013 relates to the disposition of The Pointe at Western serving Western Michigan University.
(2)  Represents the straight-line rent expense adjustment required by GAAP related to ground leases. As ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.
(3)  FFO on Participating Developments represents the economic impact of interest and fees not recognized in net income due to the Company having a participating investment in the third-party development. The adjustment for development fees is calculated under the same percentage of completion method of accounting used for third-party development fees. The adjustment for interest income is based on terms of the loan.
(4)  FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and partnership units outstanding, regardless of their dilutive impact.

FOURTH QUARTER 2013 4

COMMUNITY OPERATING RESULTS

(Amounts in thousands, unaudited)
		Three Months Ended December 31,								Year Ended December 31,
		2013		2012		$ Change		% Change		2013		2012		$ Change			% Change
Revenues
	Same-communities	$	30,618	$	29,185	$	1,433	4.9	%	$	112,635	$	111,279	$	1,356		1.2	%
	New-communities (1)	20,521		8,510		12,011		NM		54,841		12,808		42,033			NM
Total revenues		51,139		37,695		13,444		35.7	%	167,476		124,087		43,389			35.0	%
Operating expenses (2)
	Same-communities	12,807		12,087		720		6.0	%	55,301		53,069		2,232			4.2	%
	New-communities (1)	7,767		3,272		4,495		NM		24,656		6,455		18,201			NM
Total operating expenses		20,574		15,359		5,215		34.0	%	79,957		59,524		20,433			34.3	%
Net operating income
	Same-communities	17,811		17,098		713		4.2	%	57,334		58,210		(876		)	(1.5	)%
	New-communities (1)	12,754		5,238		7,516		NM		30,185		6,353		23,832			NM
Total net operating income		$	30,565	$	22,336	$	8,229	36.8	%	$	87,519	$	64,563	$	22,956		35.6	%
(1) See page 16 of this supplement for a listing of which communities are categorized as same-communities and which are new-communities.
(2) Represents community level operating expenses, excluding management fees, depreciation, amortization, ground lease expense and impairment charges, plus regional and other corporate costs of supporting the communities.

FOURTH QUARTER 2013 5

SAME-COMMUNITY EXPENSES BY CATEGORY

(amounts in thousands, except bed and per-bed data)
	2013											2012
	Amount		Per Bed		$ Change			% Change		% of Total Operating Expenses		Amount		Per Bed
Utilities (1)	$	16,129	$	871	$	434		2.8	%	29	%	$	15,695	$	848
On-Site Payroll	9,755		527		372			4.0	%	18	%	9,383		507
General & Administrative (2)	9,616		520		(213		)	(2.2	)%	17	%	9,829		531
Maintenance & Repairs (3)	6,100		330		154			2.6	%	11	%	5,946		321
Marketing	3,128		169		857			37.7	%	6	%	2,271		123
Total Direct Operating Expenses	$	44,728	$	2,417	$	1,604		3.7	%	81	%	$	43,124	$	2,330
Real Estate Taxes	9,102		492		294			3.3	%	16	%	8,808		476
Insurance	1,471		79		334			29.4	%	3	%	1,137		61
Total Fixed Operating Expenses	$	10,573	$	571	$	628		6.3	%	19	%	$	9,945	$	537
Total Property Operating Expenses	$	55,301	$	2,988	$	2,232		4.2	%	100	%	$	53,069	$	2,867
Same-community beds	18,508
(1) Represents gross costs before recoveries and includes student amenities such as internet.
(2) Includes property-level general and administrative cost, dining and retail costs as well as regional and other corporate costs of supporting the communities.
(3) Includes general maintenance costs, grounds and landscaping, turn costs and life safety costs.

FOURTH QUARTER 2013 6

COMMUNITY STATISTICS

	Three Months Ended December 31,									Year Ended December 31,
	2013			2012			Change			2013			2012			Change
Occupancy
Physical	93.2		%	91.6		%	160		bps	90.3		%	90.9		%	(60	)	bps
Economic	94.6		%	91.7		%	290		bps	86.4		%	87.5		%	(110	)	bps
NarPAB	$	578		$	524		10.3	%		$	513		$	477		7.5	%
Other income per avail. bed	$	35		$	35		—	%		$	42		$	36		16.7	%
RevPAB	$	613		$	559		9.7	%		$	555		$	513		8.2	%
Operating expense per bed	$	246		$	228		7.9	%		$	265		$	246		7.7	%
Operating margin	59.8		%	59.3		%	50		bps	52.3		%	52.0		%	30		bps
Design Beds	83,470			67,463			23.7	%		301,636			242,122			24.6	%
NOTE: Operating statistics for all periods presented exclude communities classified as discontinued operations.

FOURTH QUARTER 2013 7

SAME-COMMUNITY STATISTICS

	Three Months Ended December 31,									Year Ended December 31,
	2013			2012			Change			2013			2012			Change
Occupancy
Physical	93.2		%	90.4		%	280		bps	90.1		%	91.4		%	(130	)	bps
Economic	93.8		%	90.0		%	380		bps	85.3		%	87.0		%	(170	)	bps
NarPAB	$	526		$	499		5.4	%		$	475		$	468		1.5	%
Other income per avail. bed	$	25		$	26		(3.8	)%		$	31		$	32		(3.1	)%
RevPAB	$	551		$	526		4.9	%		$	506		$	500		1.2	%
Operating expense per bed	$	231		$	218		6.0	%		$	249		$	239		4.2	%
Operating margin	58.2		%	58.6		%	(40	)	bps	51.0		%	52.3		%	(130	)	bps
Design Beds (1)	55,524			55,524			—	%		222,494			222,494			—	%
NOTE: Operating statistics for all periods presented exclude communities classified as discontinued operations.
(1) In June 2013 we converted 64 historically double occupancy rooms at University Towers to single occupancy. This reduced design beds by 64 beds. In August, we reconfigured rooms at the Berk reducing design beds by 2. As these changes did not impact occupied beds they were made to the prior year design beds so that information between periods is comparable.

FOURTH QUARTER 2013 8

PRELEASING SUMMARY

						Preleasing at February 10,
	Design Beds	% of NOI		2013 Opening Occupancy		2014		2013		Preleasing Ahead/(Behind)		Projected Rate Growth
Same-Communities - by Tier
Prior Year Occupancy Below 90% (Tier 1)	4,173	12.9	%	82.7	%	27.9	%	23.2	%	4.7	%	(0.5	)%
Prior Year Occupancy 90% to 94.9% (Tier 2)	5,992	26.7	%	92.3	%	37.6	%	33.0	%	4.6	%	1.0	%
Prior Year Occupancy 95% to 97.9% (Tier 3)	5,514	21.2	%	96.4	%	35.3	%	34.3	%	1.0	%	2.9	%
Subtotal - Tiers 1 - 3	15,679	60.8	%	91.2	%	34.2	%	30.8	%	3.4	%
Prior Year Occupancy 98% and Above (Tier 4)	8,235	39.2	%	99.8	%	66.8	%	57.2	%	9.6	%	2.8	%
Total Same-Communities (1)	23,914	100.0	%	94.2	%	45.4	%	39.9	%	5.5	%	2.0	%
Total New-Communities (2)	3,024					52.4	%
Total Communities	26,938					46.2	%
Projected Fall Revenue:
Based on current leasing velocity shown above and individual market conditions, we are projecting fall revenue to be up 3% to 4%, including a 1% to 2% increase in occupancy and an approximate 2% growth in net rental rates.
NOTE: Leasing update does not include 601 same-community and 2,381 new-community beds at the University of Kentucky. Although the university's assignment process does not occur until May, all 2,982 beds, which include the 601 beds delivered in 2013, are currently 117% applied for this fall. The update also excludes College Station at West Lafayette (960 beds) at Purdue University and The Reserve on West 31st (720 beds) at the University of Kansas which are both under contracts with nonrefundable deposits to be sold in the first quarter of 2014.
(1) The same-community designation for leasing purposes is different than for financial statement purposes. A community is considered same-community for leasing when the Company has managed the leasing process for at least two leasing cycles, including the Fall 2014 lease cycle. Design Beds for Same-Communities included in the 2014 Preleasing Summary above include the following design beds: (1) Total same-community design beds on page 16 of 18,508, excluding 960 design beds at College Station at West Lafayette and 720 design beds at The Reserve on West 31st as these communities are under contract pending sale and excluding 601 beds at Central Hall I & II, plus (2) 7,687 design beds on communities that are considered same for leasing purposes (see footnote 1 on page 16).
(2) The new-community designation for leasing purposes is different than for financial statement purposes. A community is considered new-community for leasing when the Company has not previously managed the leasing process. Design beds for Total New-Communities above include the following design beds: (1) The Lotus (40 current design beds plus 195 design beds under development), (2) design beds on the 2013 acquisitions - The Retreat at State College (587 beds), The Cottages on Lindberg (745 beds), and The Varsity (415 beds), (3) design beds on the following 2014 developments - 605 West (384 beds) and Oaks on the Square - Phase III (116 beds), and (4) design beds on the presale option on 109 Tower of 542 beds.

FOURTH QUARTER 2013 9

SAME-COMMUNITY PRELEASING BY REGION AND DISTANCE

						Preleasing at February 10,
	Design Beds	% of NOI		2013 Opening Occupancy		2014		2013		Preleasing Ahead/(Behind)		Projected Rate Growth
Same-Communities - by Region (1)
Mid-Atlantic	4,724	28.1	%	97.2	%	61.2	%	52.6	%	8.6	%	2.0	%
Midwest	2,636	8.7	%	92.2	%	27.1	%	34.4	%	(7.3	)%	2.1	%
North	2,547	10.1	%	97.0	%	53.9	%	46.5	%	7.4	%	2.9	%
South Central	4,094	21.3	%	97.0	%	56.9	%	38.6	%	18.3	%	3.2	%
Southeast	7,821	22.6	%	94.0	%	37.8	%	38.1	%	(0.3	)%	1.2	%
West	2,092	9.2	%	81.5	%	28.6	%	19.4	%	9.2	%	(0.6	)%
Total Same-Communities	23,914	100.0	%	94.2	%	45.4	%	39.9	%	5.5	%	2.0	%
Same-Communities - by Distance from Campus
0-0.2 miles	13,127	65.2	%	93.8	%	52.0	%	40.1	%	11.9	%	2.2	%
0.21-0.49 miles	2,720	8.9	%	90.7	%	34.4	%	35.1	%	(0.7	)%	(1.6	)%
0.5-0.99 miles	2,006	6.7	%	96.1	%	43.0	%	36.1	%	6.9	%	3.7	%
1.0-1.99 miles	4,946	16.2	%	95.9	%	35.2	%	43.7	%	(8.5	)%	1.4	%
2.0 & > miles	1,115	3.0	%	96.2	%	43.9	%	39.9	%	4.0	%	1.4	%
Total Same-Communities	23,914	100.0	%	94.2	%	45.4	%	39.9	%	5.5	%	2.0	%
NOTE: Leasing update does not include 601 same-community and 2,381 new-community beds at the University of Kentucky. Although the university's assignment process does not occur until May, all 2,982 beds, which include the 601 beds delivered in 2013, are currently 117% applied for this fall. The update also excludes College Station at West Lafayette (960 beds) at Purdue University and The Reserve on West 31st (720 beds) at the University of Kansas which are both under contracts with nonrefundable deposits to be sold in the first quarter of 2014.
(1) See definition of regions on page 20.

FOURTH QUARTER 2013 10

OWNED COMMUNITY PROJECTED 2014 NEW SUPPLY AND DEMAND INFORMATION

Owned Community Projected 2014 New Supply and Demand Information by Region
Region (4)	Owned Beds (3)	Percentage of Owned Beds	EdR NOI % (1)	Enrollment Growth 3 Year CAGR - Universities Served	2014 New Supply %	Variance
West	2,327	8%	8%	1.5%	1.7%	0.2%
Mid Atlantic	5,811	19%	27%	1.2%	1.2%	—%
North	3,707	12%	13%	0.2%	0.9%	0.7%
South Central	7,076	24%	25%	1.7%	2.5%	0.8%
Southeast	8,363	28%	20%	2.1%	3.3%	1.2%
Midwest	2,636	9%	7%	1.7%	3.1%	1.4%
Total	29,920	100%	100%	1.4%	2.2%	0.8%
Region (4)	Anticipated 2014 Enrollment Growth (2)	2014 Supply Growth	Variance
West	2,710	3,004	294
Mid Atlantic	2,029	2,101	72
North	1,090	1,684	594
South Central	2,871	3,875	1,004
Southeast	7,395	10,758	3,363
Midwest	3,421	5,006	1,585
Total	19,516	26,428	6,912
NOTE: Schedule represents all markets served by EdR communities and includes all announced developments. Data was obtained from the National Center for Education Statistics, Axiometrics and local market data.
(1) Includes 2014 development deliveries. NOI is based on current 2013 net operating income with proforma adjustments for 2014 developments and developments or acquisitions that have been operating less than 12 months.
(2) Extrapolated from 2012 enrollment statistics from Nation Center of Education Statistics using the previous 3-year enrollment growth percentage.
(3) Total Owned Beds reported herein include Total Communities design beds on page 9 of 26,938 plus 601 beds at Central Hall I & II at the University of Kentucky and 2,381 beds under development for Fall 2014 delivery at the University of Kentucky (see page 13).
(4) See definition of regions on page 20.

FOURTH QUARTER 2013 11

OWNED COMMUNITY PROJECTED 2014 NEW SUPPLY AND DEMAND INFORMATION

Projected 2014 New Supply Sorted by Percentage Increase
New Supply Growth	University Markets		EdR Bed Count		Pro Forma EdR NOI %(1)
0%	8	20%	6,266	21%	22%
0.1% to 1.0%	8	20%	4,765	16%	22%
1.0% - 3.0%	9	22%	4,852	16%	15%
3.0% - 5.0%	12	29%	10,691	36%	33%
> 5.0%	4	9%	3,346	11%	8%
Total	41	100%	29,920	100%	100%
University Markets with > 5% Increase in 2014 New Supply
University	New Supply Increase	Pro Forma EdR NOI %(1)
University of West Georgia	9.3%	1.6%
Florida State University/Florida A&M University	6.1%	1.7%
University of Tennessee	5.5%	2.0%
University of Central Florida	5.2%	2.5%
		7.8%
NOTE: Schedule represents all markets served by EdR communities and includes all announced developments. Data was obtained from the National Center for Education Statistics, Axiometrics and local market data.
(1) Includes 2014 development deliveries. NOI is based on current 2013 forecasted net operating income with proforma adjustments for 2014 developments and developments or acquisitions that have been operating less than 12 months.

FOURTH QUARTER 2013 12

OWNED DEVELOPMENT SUMMARY

(Amounts in thousands except bed counts)
Active Projects
	Project	Project Type	Bed Count	Estimated Start Date	Anticipated Completion Date	Total Project Development Cost	EdR's Ownership Percentage		EdR's Share of Development Cost	EdR's Share of Development Cost to be Funded
	University of Colorado - The Lotus	Wholly Owned	195	In progress	Summer 2014	20,830	100	%	20,830	7,826
	University of Kentucky - Haggin Hall I	ONE Plan (1)	396	In progress	Summer 2014	23,802	100	%	23,802	17,095
	University of Kentucky - Champions Court I	ONE Plan (1)	740	In progress	Summer 2014	45,924	100	%	45,924	19,822
	University of Kentucky - Champions Court II	ONE Plan (1)	427	In progress	Summer 2014	23,808	100	%	23,808	10,356
	University of Kentucky - Woodland Glen I & II	ONE Plan (1)	818	In progress	Summer 2014	44,491	100	%	44,491	22,093
	University of Minnesota - The Marshall	Joint Venture	994	In progress	Summer 2014	94,044	50	%	47,022	30,539
	Duke University - 605 West	Joint Venture	384	In progress	Summer 2014	46,133	90	%	41,520	22,993
	University of Connecticut - The Oaks on the Square Ph III	Wholly Owned	116	In progress	Summer 2014	12,819	100	%	12,819	8,703
	Total - 2014 Deliveries		4,070			311,851			260,216	139,427
	University of Kentucky - Woodland Glen III, IV & V	ONE Plan (1)	1,610	In progress	Summer 2015	101,172	100	%	101,172	93,789
	University of Georgia - Georgia Heights	Joint Venture	292	In progress	Summer 2015	55,615	50	%	27,808	24,020
	Total - 2015 Deliveries		1,902			156,787			128,980	117,809
	University of Kentucky - Limestone Park I & II	ONE Plan (1)	1,141	In progress	Summer 2016	83,911	100	%	83,911	83,911
	Total - 2016 Deliveries		1,141			83,911			83,911	83,911
	Total Active Projects		7,113			552,549			473,107	341,147
Pre-sale
	Project	Project Type	Bed Count	Estimated Start Date	Anticipated Completion Date	Purchase Price
	Florida International University - 109 Tower	Presale	542	In progress	Summer 2014	43,500

(1) The On-Campus Equity Plan, or The ONE Plan ^SM, is our equity program for universities, which allows universities to use EdR's equity and financial stability to develop and revitalize campus

housing while preserving their credit capacity for other campus projects. The ONE Plan ^SM offers one service provider and one equity source to universities seeking to modernize on-campus housing to

meet the needs of today's students.

FOURTH QUARTER 2013 13

THIRD-PARTY DEVELOPMENT SUMMARY

(Amounts in thousands except bed counts)
THIRD-PARTY PROJECTS
Project	Bed Count	Estimated Start Date	Anticipated Completion Date	Project Development Cost	Total Project Fees	Fees Earned Prior Year (1)	Fees Earned Year Ended December 31, 2013 (1)	Remaining Fees to Earn
Mansfield University of Pennsylvania Phase II	684	In progress	January 2014	47,901	1,781	417	1,361	3
West Chester University of Pennsylvania Phase II	653	In progress	Summer 2014	56,639	1,499	—	934	565
Wichita State University	784	In progress	Summer 2014	60,034	1,902	—	614	1,288
Clarion University of Pennsylvania	728	Spring 2014	Fall 2015	55,104	2,092	—	—	2,092
East Stroudsburg University - Pennsylvania Ph II	488	TBD	TBD	TBD	TBD	—	—	—
Total	3,337			219,678	7,274	417	2,909	3,948
NOTE: The initiation and completion of an awarded project that has not begun construction is contingent upon execution of transactional documents, including such items as development agreements and ground leases, and obtaining financing.
(1) Amount may not tie to third-party development services revenue on the statement of operations as this schedule only includes fees earned on projects that are in progress or recently completed.

FOURTH QUARTER 2013 14

CAPITAL STRUCTURE

KEY METRICS DEBT MATURITY SCHEDULE

as of December 31, 2013
(dollars in thousands)
Total Debt to Gross Assets
Debt (1)	$	777,290
Gross Assets (2)	1,814,746
Debt to Gross Assets	42.8		%
Interest Coverage (TTM)	4.6			x
Net Debt to EBITDA - Adjusted (TTM) (4)	6.3			x
Net Debt to Enterprise Value
Net Debt (1)	$	755,217
Market Equity (3)	1,021,896
Enterprise Value	$	1,777,113
Net Debt to Enterprise Value	42.5		%
	Principal Outstanding			Weighted Average Interest Rate		Average Term to Maturity (in years)
Fixed Rate - Mortgage Debt (1)	$	227,009		5.6	%	3.3
Variable Rate - Mortgage Debt	69,699			3.6	%	4.3
Variable Rate - Construction Debt	123,682			2.3	%	1.5
Variable Rate - Unsecured Revolving Credit Facility (5)	356,900			1.6	%	3.5
Gross Debt (1) / Weighted Average	$	777,290		3.3	%	3.5

Less Cash	22,073		Weighted Average Interest Rate of Debt Maturing Each Year
Net Debt	$	799,363	Fixed Rate Mortgage Loans	4.9%	5.0%	5.5%	5.5%	—%	6.0%	5.7%
			Total Debt	4.9%	2.5%	4.7%	5.5%	1.6%	6.0%	5.3%
(1)  Excludes unamortized debt premium of $2.3 million as of December 31, 2013.
(2)  Excludes accumulated depreciation of $204.2 million as of December 31, 2013.
(3)  Market equity includes 114,823,569 shares of the Company's common stock and 1,037,600 Operating Partnership units and is calculated using $8.82 per share, the closing price of the Company's common stock on December 31, 2013.
(4)  Net Debt to EBITDA - Adjusted is calculated to normalize the impact of non-producing construction debt. In the calculation, Net Debt is total debt less cash and excludes non-producing debt related to assets under development at time of calculation. EBITDA is Adjusted EBITDA, which includes proforma adjustments to reflect all acquisitions and development assets that are opened as if such had occurred at the beginning of the 12 month period being presented.
(5)  During October 2013, the Unsecured Revolving Credit Facility was expanded to $500 million. At the the same time, the maturity was extended to 2018 and other terms, including interest rate spreads, were amended. In January 2014, the Trust entered into unsecured term loans totaling $187.5 million, with a five year $65 million tranche maturing in January 2019 and a seven year $122.5 million tranche maturing in January 2021. Simultaneously, the Company entered into interest rate swap agreements to effectively convert the variable interest rates into fixed rates with a weighted average interest rate of 3.6%. The proceeds were used to partially repay the outstanding balance of the Unsecured Revolving Credit Facility. The impact of the term loans is not reflected in the maturity schedule above.

FOURTH QUARTER 2013 15

2014 GUIDANCE

in thousands, except share and per share data	Year ending December 31, 2014
	Low End		High End
Net income attributable to EdR (4)	$	20,475	$	35,880
Gain on sale, net of impairment of collegiate housing assets (1)	(9,276)		(9,276)
Real estate related depreciation and amortization	53,316		53,316
Equity portion of real estate depreciation and amortization on equity investees	198		198
Noncontrolling interests	508		384
FFO	$	65,221	$	80,502
FFO adjustments:
Loss on extinguishment of debt	356		356
Straight-line adjustment for ground leases (2)	4,836		4,836
FFO adjustments	5,192		5,192
FFO on Participating Developments: (3)
Interest on loan to Participating Development (4)	1,825		(5,582		)
Development fees on Participating Development, net of costs and tax (4)	—		(1,560		)
FFO on Participating Developments	1,825		(7,142		)
Core FFO	$	72,238	$	78,552
FFO per weighted average share/unit (5)	$	0.56	$	0.69
Core FFO per weighted average share/unit (5)	$	0.62	$	0.68
Weighted average shares/units (5)	115,996		115,996
Note:  See page 17 for for details on guidance assumptions.
(1) Represents a the net gain that is anticipated to be recognized on the two communities, The Reserve at West 31st and College Station at West Lafayette, that are under contracts with nonrefundable deposits to be sold by the end of the first quarter of 2014.
(2) Represents the straight-line rent expense adjustment required by GAAP related to ground leases. As ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.
(3) FFO on participating developments represents the economic impact of interest and fees not recognized in net income due to the Company having a participating investment in the third-party development. The adjustment for development fees is recognized under the same percentage of completion method of accounting used for third-party development fees. The adjustment for interest income is based on terms of the loan.
(4) The high end of our guidance range reflects repayment of the loan EdR previously made to the participating development. Upon refinancing, the Company would no longer have a financial interest in the third-party development, which would no longer qualify as a participating development. This would trigger all previously deferred fees as discussed in note (3) above to be recognized into GAAP net income. As a result the high end of the range has $10.6 million of additional net income, which includes a $3.0 million guarantee fee, $5.6 million of previously deferred interest income, $1.6 million of previously deferred development fees, net of costs and $0.4 million of interest income through March 2014, that would have been deferred. The deductions to FFO for participating developments for the high end represent elimination of the previously deferred interest and development fees of $5.6 million and $1.6 million, respectively as they were previously recognized as added back and included in Core FFO in prior years.
(5) FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and operating partnership units outstanding, regardless of their dilutive impact.

FOURTH QUARTER 2013 16

2014 GUIDANCE

$ in thousands, except per share data
2014 Guidance Assumptions
Core FFO							Participating Developments - Impact on Core FFO
	Low			High		Change from 2013 (%)		Low		High
Core FFO	$	72,238		$	78,552		Participating Development: (1)
Core FFO per share	$	0.62		$	0.68	13% - 24%	Guarantee fee related to Participating Development	$	—	$	3,000
							Interest on loan to Participating Development	$	1,825	$	475
2014 Combined-Community Net Operating Income Guidance Assumptions							Total Participating Developments	$	1,825	$	3,475
	Low			High		Timing
Same-community occupancy growth	1.0%		-	2.0%		Fall 2014
Same-community rental rate growth	2%					Fall 2014	G&A and Nonoperating Expenses
Same-community total revenue growth	3%		-	5%		Full year		Low		High
							Interest expense	$29,000		$30,500
Same-community operating expense growth	3%		-	4%		Full year	Capitalized interest	($4,000)		($4,500)
Same-community net operating income growth	4%		-	5%		Full year
							General and administrative expenses (including management and development services)	$16,500
NOI loss from December '13 and pending dispositions	$(4,300)					Early 2014	Ground lease expense, excluding straight-line	$4,300
							Preopening expenses	$1,000
New-communities:
Acquisitions	none
EdR's portion of NOI on 2014 development deliveries and pre-sale options	$	10,000	-	$	10,500	See page 13	Full year weighted average shares	115,996
Development and Management Services
	Low			High
Third-party development services revenue	$	1,800		$	1,800
Third-party management services revenue	$	3,700		$	3,700
(1) The low end of the guidance range for participating developments represents twelve months of interest income on the second mortgage the Company made to the participating development at Johns Hopkins. This amount is deferred for GAAP income purposes but is added back to determine Core FFO. The high end of the range reflects the repayment of the loan EdR previously made to the participating development. Upon refinancing, which may occur in March 2014, the Company will recognize a $3.0 guarantee fee and only earn $0.5 million of interest income. The net impact of the third-party owner refinancing is an increase in core FFO of $1.7 million.

FOURTH QUARTER 2013 17

COMMUNITY LISTING - OWNED

Name	Primary University Served	Acquisition / Development Date	# of Beds	Name	Primary University Served	Acquisition / Development Date	# of Beds
Players Club	Florida State University	Jan ’05	336	The Berk	University of California, Berkeley	May ’11	165
The Commons	Florida State University	Jan ’05	732	University Village Towers	University of California, Riverside	Sept '11	554
University Towers	North Carolina State University	Jan ’05	889	Irish Row	University of Notre Dame	Nov '11	326
The Reserve on Perkins	Oklahoma State University	Jan ’05	732	GrandMarc at Westberry Place (ONE Plan)	Texas Christian University	Dec '11	562
The Pointe	Pennsylvania State University	Jan ’05	984	The Reserve on Stinson	University of Oklahoma	Jan '12	612
College Station at West Lafayette	Purdue University	Jan ’05	960		Total Same-Communities		18,508
Commons on Kinnear	The Ohio State University	Jan ’05	502
The Lofts	University of Central Florida	Jan ’05	730	The Lotus	University of Colorado, Boulder	Nov '11	40
The Reserve at Athens	University of Georgia	Jan ’05	612	Campus West (ONE Plan) (1)	Syracuse University	Aug '12	313
The Reserve on West 31st	University of Kansas	Jan ’05	720	East Edge (1)	University of Alabama	Aug '12	774
The Reserve at Columbia	University of Missouri	Jan ’05	676	The Oaks on the Square (1)	University of Connecticut	Aug '12, Aug ' 13	503
The Pointe at South Florida	University of South Florida	Jan ’05	1,002	The Province (1)	East Carolina University	Sept '12	728
Commons at Knoxville	University of Tennessee	Jan ’05	708	The District on 5th (1)	University of Arizona	Oct '12	764
Campus Creek	University of Mississippi	Feb ’05	636	Campus Village (1)	Michigan State University	Oct '12	355
Pointe West	University of South Carolina	Mar ’05	480	The Province (1)	Kent State University	Nov '12	596
Campus Lodge	University of Florida	Jun ’05	1,115	The Suites at Overton Park (1)	Texas Tech University	Dec '12	465
The Reserve on South College	Auburn University	Jul ’05	576	The Centre at Overton Park (1)	Texas Tech University	Dec '12	400
Cape Trails	Southeast Missouri State University	Jan ’06	360	3949 (1)	Saint Louis University	Aug '13	256
Carrollton Crossing	University of West Georgia	Jan ’06	336	Central Hall I & II (ONE Plan)	University of Kentucky	Aug '13	601
River Pointe	University of West Georgia	Jan ’06	504	2400 Nueces (ONE Plan) (1)	University of Texas at Austin	Aug '13	655
The Avenue at Southern	Georgia Southern University	Jun ’06	624	Roosevelt Point (1)	Arizona State University - Downtown Phoenix	Aug '13	609
The Reserve at Saluki Pointe	Southern Illinois University	Aug '08, Aug '09	768	The Retreat at Oxford (1)	University of Mississippi	Aug '13	668
University Village on Colvin (ONE Plan)	Syracuse University	Aug '09	432	The Retreat at State College	Pennsylvania State University	Sept '13	587
GrandMarc at The Corner	University of Virginia	Oct '10	641	The Cottages on Lindberg	Purdue University	Sept '13	745
Wertland Square	University of Virginia	Mar ’11	152	The Varsity	University of Michigan	Dec '13	415
Jefferson Commons	University of Virginia	Mar ’11	82		Total New-Communities		9,474
					Total Owned-Communities		27,982
(1) The same-community designation for leasing purposes is different than for financial statement purposes. This community is considered same-community for purposes of leasing, as the Company has managed the leasing process for the 2013/2014 lease cycle and is managing the leasing process for the 2014/2015 lease cycle.

FOURTH QUARTER 2013 18

INVESTOR RELATIONS

Executive Management
	Randy Churchey	Chief Executive Officer
	Randy Brown	Chief Financial Officer
	Tom Trubiana	Chief Investment Officer
	Christine Richards	Chief Operating Officer
Corporate Headquarters		Investor Relations
	EdR	ICR, LLC
	999 South Shady Grove Road, Suite 600	Brad Cohen
	Memphis, TN 38120	(203) 682-8211
	(901) 259-2500
Covering Analysts
	Firm	Analyst	Contact #	Email
	Bank of America - Merrill	Jana Galan	(646) 855-3081	jana.galan@baml.com
	Green Street Advisors	Dave Bragg	(949) 706-8142	dbragg@greenstreetadvisors.com
	Hilliard Lyons	Carol Kemple	(502) 588-1839	ckemple@hilliard.com
	J.P. Morgan Securities Inc.	Anthony Paolone	(212) 622-6682	anthony.paolone@jpmorgan.com
	KeyBanc Capital Markets	Karin A. Ford	(917) 368-2293	kford@keybanccm.com
	MLV & Co., LLC	Ryan Meliker	(212) 542-5872	rmeliker@mlvco.com
	Robert W. Baird & Co., Inc.	Paula Poskon	(703) 821-5782	pposkon@rwbaird.com
	Sandler O'Neill + Partners, L.P.	Alex Goldfarb	(212) 466-7937	agoldfarb@sandleroneill.com
	Stifel Nicolaus & Company Inc.	Rod Petrik	(443) 224-1306	rpetrik@stifel.com
	UBS Securities	Ross Nussbaum	(212) 713-2484	ross.nussbaum@ubs.com
	Wunderlich Securities	Craig Kucera	(540) 277-3366	ckucera@wundernet.com

FOURTH QUARTER 2013 19

DEFINITIONS

Design beds
	Represents the sum of the monthly design beds in the portfolio during the period.
Economic occupancy
	Represents the effective occupancy calculated by taking net apartment rent accounted for on a GAAP basis for the respective period divided by potential rent for the respective period.
FFO
	Funds from operations as defined by the National Association of Real Estate Investment Trusts.
GAAP
	U.S. generally accepted accounting principles.
Net apartment rent per available bed (NarPAB)
	Represents GAAP net apartment rent for the respective period divided by the sum of the design beds in the portfolio for each month included in the period reported.
Operating expense per bed
	Represents community-level operating expenses excluding management fees, depreciation and amortization.
Other income per available bed
	Represents other GAAP-based income for the respective period divided by the sum of the design beds in the portfolio for each of the included months.
	Other income includes service/application fees, late fees, termination fees, parking fees, transfer fees, damage recovery, utility recovery, and other misc.
Physical occupancy
	Represents a weighted average of the month end occupancies for each month included in the period reported.
Revenue per available bed (RevPAB)
	Represents total revenue (net apartment rent plus other income) for the respective period divided by the sum of the design beds in the portfolio for each month included in the period reported.
Same community
	Includes communities that have been owned for more than a year as of the beginning of the current fiscal year.
Regional Definitions
	Regions are defined as follows: Mid-Atlantic: North Carolina, Pennsylvania, Connecticut, New York, Virginia; Midwest: Oklahoma, Missouri, Kansas, Minnesota; North: Michigan, Ohio, Indiana, Illinois; South Central: Texas, Tennessee, Mississippi, Kentucky; Southeast: Florida, South Carolina, Alabama, Georgia; West: Arizona, California, Colorado

FOURTH QUARTER 2013 20

SAFE HARBOR

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the Company’s business that are not historical facts are “forward-looking statements,” which relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters that they describe are subject to known and unknown risks and uncertainties that could cause the Company’s business, financial condition, liquidity, results of operations, Core FFO, FFO and prospects to differ materially from those expressed or implied by such statements. Such risks are set forth under the captions “Risk Factors,” “Forward-Looking Statements” and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in our most recent Annual Report on Form 10-K and our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and, except as otherwise may be required by law, the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise except as required by law.

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